A partnership in Hong Kong is a business entity formed by the Partnerships Ordinance, which defines a partnership as "the relation between persons carrying on a business in common with a view of profit" and is not a joint stock company or an incorporated company. [1] If the business entity registers with the Registrar of Companies it takes the form of a limited partnership defined in the Limited Partnerships Ordinance. [2] However, if this business entity fails to register with the Registrar of Companies, then it becomes a general partnership as a default. [2]
In a limited partnership the general partners are liable for all debts and obligations of the firm while the limited partners are liable only for the capital they contributed to the firm. [3]
In a limited partnership the general partners manage the firm while the limited partners may not. And should limited partners do so, then they become personally liable for the debts of obligations of the firm in the same manner as a general partner. [4]
Unless a partnership agreement between the partners demand otherwise, (1) a majority of the general partners decide ordinary business matters, (2) a limited partner may assign his partnership interest, (3) a limited partner cannot dissolve a partnership, (4) the introduction of a new partner does not require the consent of the existing limited partners. [5]
In a general partnership all partners are general partners so each one is liable for all debts and obligations of the firm. [6]
Business is the activity of making one's living or making money by producing or buying and selling products. It is also "any activity or enterprise entered into for profit."
A partnership is an arrangement where parties, known as business partners, agree to cooperate to advance their mutual interests. The partners in a partnership may be individuals, businesses, interest-based organizations, schools, governments or combinations. Organizations may partner to increase the likelihood of each achieving their mission and to amplify their reach. A partnership may result in issuing and holding equity or may be only governed by a contract.
The law of agency is an area of commercial law dealing with a set of contractual, quasi-contractual and non-contractual fiduciary relationships that involve a person, called the agent, that is authorized to act on behalf of another to create legal relations with a third party. Succinctly, it may be referred to as the equal relationship between a principal and an agent whereby the principal, expressly or implicitly, authorizes the agent to work under their control and on their behalf. The agent is, thus, required to negotiate on behalf of the principal or bring them and third parties into contractual relationship. This branch of law separates and regulates the relationships between:
A limited liability partnership (LLP) is a partnership in which some or all partners have limited liabilities. It therefore can exhibit elements of partnerships and corporations. In an LLP, each partner is not responsible or liable for another partner's misconduct or negligence. This is an important difference from the traditional partnership under the UK Partnership Act 1890, in which each partner has joint liability. In an LLP, some or all partners have a form of limited liability similar to that of the shareholders of a corporation. Unlike corporate shareholders, the partners have the power to manage the business directly. In contrast, corporate shareholders must elect a board of directors under the laws of various state charters. The board organizes itself and hires corporate officers who then have as "corporate" individuals the legal responsibility to manage the corporation in the corporation's best interest. An LLP also contains a different level of tax liability from that of a corporation.
A sole proprietorship, also known as a sole tradership, individual entrepreneurship or proprietorship, is a type of enterprise owned and run by one person and in which there is no legal distinction between the owner and the business entity. A sole trader does not necessarily work "alone" — it is possible for the sole trader to employ other people.
A private limited company is any type of business entity in "private" ownership used in many jurisdictions, in contrast to a publicly listed company, with some differences from country to country. Examples include the LLC in the United States, private company limited by shares in the United Kingdom, GmbH in Germany and Austria, société à responsabilité limitée in France, and sociedad de responsabilidad limitada in the Spanish-speaking world. The benefit of having a private limited company is that there is limited liability. However, shares can only be sold to shareholders in the business, which means that it can be difficult to liquidate such a company.
In accounting, insolvency is the state of being unable to pay the debts, by a person or company (debtor), at maturity; those in a state of insolvency are said to be insolvent. There are two forms: cash-flow insolvency and balance-sheet insolvency.
A limited partnership (LP) is a form of partnership similar to a general partnership except that while a general partnership must have at least two general partners (GPs), a limited partnership must have at least one GP and at least one limited partner. Limited partnerships are distinct from limited liability partnerships, in which all partners have limited liability.
A general partnership, the basic form of partnership under common law, is in most countries an association of persons or an unincorporated company with the following major features:
The limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership. The LLLP form of business entity is recognized under United States commercial law. An LLLP is a limited partnership, and it consists of one or more general partners who are liable for the obligations of the entity, as well as or more protected-liability limited partners. Typically, general partners manage the LLLP, while the limited partners' interest is purely financial. Thus, the most common use of limited partnership is for purposes of investment.
There are many ways in which a business may be owned under the legal system of England and Wales.
General partner is a person who joins with at least one other person to form a business. A general partner has responsibility for the actions of the business, can legally bind the business and is personally liable for all the business's debts and obligations.
In the United Kingdom, a limited partnership consists of:
Partnership taxation in Hong Kong is the taxation of the profits or losses generated by partnership business entities. First, these profits or losses of the partnership are assessed according to the Hong Kong Inland Revenue Ordinance, Chapter 112, section 22. After assessment, then said profits or losses flow through the partnership to the partners who are then taxed on their share of said profits or losses generated by the partnership without any taxes levied against the partnership.
United Kingdom partnership law concerns the way that partnerships are formed or governed within the United Kingdom. Depending upon where the partnership was formed, English law, Scots law or Northern Irish law may apply in addition to statutes that create a framework across the UK. Under Scots law a partnership is a distinct legal entity and can borrow money from a bank in the name of the partnership, while English law only allows borrowing in the names of individual partners. Partnerships are a form of business association, which arises automatically when people carry on business with a view to a profit. Partners are jointly and severally liable, just as they own the property in common.
The Partnership Act 1890 is an Act of the Parliament of the United Kingdom which governs the rights and duties of people or corporate entities conducting business in partnership. A partnership is defined in the act as 'the relation which subsists between persons carrying on a business in common with a view of profit.'
Corporate law in Vietnam was originally based on the French commercial law system. However, since Vietnam's independence in 1945, it has largely been influenced by the ruling Communist Party. Currently, the main sources of corporate law are the Law on Enterprises, the Law on Securities and the Law on Investment.
Anguillan company law is primarily codified in three principal statutes:
The Companies Registry is a government department under the Financial Services and the Treasury Bureau of the Government of Hong Kong. Its responsibilities include the registration of Hong Kong companies and non-Hong Kong companies under the Companies Ordinance, open-ended fund companies under the Securities and Futures Ordinance and limited partnership funds under the Limited Partnerships Funds Ordinance. It administers the licensing regime for trust and corporate service providers under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance as well as the licensing regime for money lenders under the Money Lenders Ordinance.